Common use of Assets Clause in Contracts

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) All Assets which are material to FLAG's business on a consolidated basis, held under leases or subleases by any of the FLAG Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 Each of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have Company and its Subsidiaries has good and marketable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects to secure public deposits, repurchase agreements and borrowings from the Federal Home Loan Bank in the ordinary course of title which are business consistent with past practice. Except as could not reasonably likely be expected to have a FLAG Material Adverse Effect. All Effect on the Company, all tangible properties used in the businesses of the FLAG Entities Company and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) All practice. Except as could not reasonably be expected to have a Material Adverse Effect on the Company, all Material Assets which are material to FLAG's business on a consolidated basis, held under leases or subleases by any of the FLAG Entities, Company and its Subsidiaries are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Each of the Company and its Subsidiaries currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationsreasonably necessary for its operations. None of the FLAG Entities Company or its Subsidiaries has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding increased in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) Material respect. The Assets of the FLAG Entities Company and its Subsidiaries include all Assets required to operate the business of the FLAG Entities in all Material respects their businesses taken as a whole as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum Previously Disclosed or as disclosed or reserved against in the FLAG Purchaser Financial Statements delivered prior to the date of this AgreementStatements, the FLAG Entities Purchaser Companies have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Material tangible properties used in the businesses of the FLAG Entities Purchaser Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Purchaser’s past practices. (b) . All Assets which are material Material to FLAG's Purchaser’s business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesPurchaser Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) . The FLAG Entities currently maintain policies of fire, theft, liability and other insurance similar in amounts, scope and coverage maintained with respect to that maintained by other peer banking organizations. None the Assets or businesses of the FLAG Entities Purchaser Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the Purchaser Companies is a named insured are reasonably sufficient. No Purchaser Company has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, eliminated or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities Purchaser Companies include all Assets assets required to operate the business businesses of the FLAG Entities Purchaser Companies as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.9 of the FLAG Source Disclosure Memorandum or as disclosed or reserved against in the FLAG Source Financial Statements delivered prior to the date of this Agreement, and except for the FLAG pledge by Source of the stock of one of its Subsidiaries to PMSI pursuant to that certain Source Divestiture Agreement, which pledge will be released at Closing and the pledge by Source of shares of PMSI Common Stock held by Source pursuant to the Source Divestiture Agreement, the Source Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in that are material to the businesses of the FLAG Entities Joint Venture are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSource's past practices. (b) All Assets which are material to FLAG's business on a consolidated basisthe Joint Venture, that are held under leases or subleases by any of the FLAG Entities, Source Entities are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Source Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 100,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Source Entity under such policies. (d) The Assets of the FLAG Entities include Joint Venture include, in the aggregate, all Assets required to operate the business of the FLAG Entities Joint Venture as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.11 of the FLAG Target Disclosure Memorandum or as disclosed or reserved against in the FLAG Target Financial Statements delivered prior to the date of this AgreementStatements, the FLAG Target Entities have good and marketable title, free and clear of all Liens, to all of their respective its Assets, except for any (i) mortgages and encumbrances that secure indebtedness that is properly reflected in the Target Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for taxes accrued but not yet payable; (iii) Liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or other defects are being contested in good faith; (iv) such imperfections of title which are and encumbrances, if any, as do not reasonably likely materially detract from the value or materially interfere with the present use of any of such properties or Assets or the potential sale of any of such owned properties or Assets; and (v) capital leases and leases, if any, to have a FLAG Material Adverse Effectthird parties for fair and adequate consideration. All tangible properties used in the businesses business of the FLAG Target Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Target’s past practices. (b) . All Assets which are material to FLAG's business the Target Entities’ businesses on a consolidated basis, held under leases or subleases by any of the FLAG Entitiesa Target Entity, are held under valid Contracts enforceable against such Target Entity in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and and, to the Knowledge of the Target Entities, each such Contract is in full force and effect. (cb) The FLAG Target Entities currently maintain have paid all amounts due and payable under any insurance similar policies and guarantees applicable to the Target Entities and their respective Assets and operations; all such insurance policies and guarantees are in full force and effect, and all of the Target Entities’ material properties are insured in amounts, scope events and coverage to that maintained by other peer banking organizations. None with deductibles, as set forth in Section 5.11(b) of the FLAG Entities Target Disclosure Memorandum. No Target Entity has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 10,000 pending under such policies of insurance insurance, and no notices of claims in excess of such amounts have been given by any FLAG a Target Entity under such policies. (c) With respect to each lease of any real property or personal property to which any Target Entity is a party (whether as lessee or lessor), except for financing leases in which a Target Entity is lessor, (i) such lease is in full force and effect in accordance with its terms against the Target Entity that is a party to the lease; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid by the Target Entity that is a party to the lease; (iii) there exists no Default under such lease by the Target Entity that is party to the lease; and (iv) upon receipt of the consents described in Section 5.11(c) of the Target Disclosure Memorandum, the Mergers will not constitute a default or a cause for termination or modification of such lease. (d) No Target Entity has a legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Assets except in the ordinary course of business consistent with past practices. (e) The Target Entities’ Assets of the FLAG Entities include all Assets required to operate the business businesses of the FLAG Target Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 3.10(a) of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium fraudulent transfer, and similar laws of general applicability relating to or other Laws affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the enforcement Effective Time or thereafter by reason of creditors' rights generally and except that the availability completion of the equitable remedy of specific performance Merger. All improved real property owned or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract leased by Seller or Seller Entities is in full force material compliance with all applicable laws, including zoning laws and effectthe Americans with Disabilities Act of 1990. (c) The FLAG Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.9 of the FLAG Foilmark Disclosure Memorandum or as disclosed or reserved against in the FLAG Foilmark Financial Statements delivered prior to the date of this Agreement, the FLAG Entities Foilmark Companies have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities Foilmark Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGFoilmark's past practices. . Section 5.9 of the Foilmark Disclosure Memorandum sets forth, as of the date of this Agreement (bx) all real property owned by Foilmark and its Subsidiaries, singly or in common or joint venture with each other or other entities or individuals, and (y) all real property that Foilmark and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other or with other entities or individuals. All items of inventory of the Foilmark Companies reflected on the most recent balance sheet included in the Foilmark Financial Statements delivered prior to the date of this Agreement and prior to the Effective Time consisted and will consist, as applicable, of items of a quality and quantity usable and saleable in the ordinary course of business and conform to generally accepted standards in the industry in which the Foilmark Companies are a part. All Assets which are material to FLAGFoilmark's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesFoilmark Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain . Section 5.9 of the Foilmark Disclosure Memorandum sets forth the scope of coverage of all of Foilmark's insurance similar in amountspolicies as of the date of this Agreement, scope the term of each such policy and coverage to that maintained by other peer banking organizationsthe premiums relating thereto. None of the FLAG Entities Foilmark Companies has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as disclosed in Section 5.9 of the Foilmark Disclosure Memorandum, there are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess denial of such amounts any material claim have been given received by any FLAG Entity Foilmark Company under such policies. (d) policies within the past twelve months. The Assets of the FLAG Entities Foilmark Companies include all Assets required to operate the business of the FLAG Entities Foilmark Companies as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG SB Disclosure Memorandum or as disclosed or reserved against in the FLAG SB Financial Statements delivered prior to the date of this Agreement, the FLAG SB Entities have good and marketable title, free and clear of all LiensLiens except those permitted in Section 4.10(e), to all of their respective AssetsAssets that they own, except for where any such Lien or all such Liens or other defects of title which are in the aggregate would not reasonably likely be expected to have a FLAG result in an SB Material Adverse Effect. All In addition, to the Knowledge of SB, all tangible properties used in the businesses of the FLAG SB Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's SB’s past practices. (b) All Assets which that are material to FLAG's business on a consolidated basisSB’s business, held under leases or subleases by any of the FLAG SB Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings proceeding may be brought), and to the Knowledge of SB, each such Contract is in full force and effect. (c) The FLAG SB Entities currently maintain insurance similar insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in amounts, scope and coverage such amounts as management of SB has reasonably determined to that maintained by other peer banking organizationsbe prudent. None of the FLAG SB Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any SB Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any SB Entity will not be covered by such insurance or bond. There Except as disclosed in Section 4.10(c) of the SB Disclosure Memorandum, there are presently no claims for amounts exceeding $50,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance or bonds, and no written notices of claims in excess of such amounts have been given by any FLAG SB Entity under such policies. SB has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG SB Entities include all material Assets required by the SB Entities to operate the business of the FLAG SB Entities as presently conducted. All real and personal property which is material to the business of the SB Entities that is leased or licensed by them is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought) and, to the Knowledge of SB, such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the transactions contemplated hereby. To the Knowledge of SB, all improved real property owned or leased by the SB Entities is in material compliance with all applicable Laws, and SB has received no notice of any failure to materially comply with applicable Laws with respect to any such owned or leased real property. (e) Each SB Entity has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the SB Exchange Act Reports as being owned by an SB Entity or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “SB Realty”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property or ad valorem taxes not yet delinquent (or being contested in good faith and for which adequate reserves have been established), (iii) zoning, easements, covenants, restrictions, minor encroachments or other survey defects, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the properties or assets subject thereto or affected thereby as used by an SB Entity on the date hereof or otherwise materially impair business operations at such properties, as conducted by an SB Entity on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof. (f) To the Knowledge of SB, the SB Realty and the real property with respect to which an SB Entity is the lessee (the “SB Leased Real Properties”) are in material compliance with all applicable building, fire, zoning (or are legal nonconforming uses allowed under applicable zoning Laws) and other applicable Laws, and with all deed restrictions of record, no written notice of any material violation or material alleged violation thereof has been received in the past three (3) years that has not been resolved, and there are no proposed changes therein that would materially and adversely affect the SB Realty, the SB Leased Real Properties, or their current uses. SB has no Knowledge of any pending change in the zoning of, or of any pending condemnation proceeding with respect to, any of the SB Realty or the SB Leased Real Properties which may materially and adversely affect the SB Realty or the SB Leased Real Properties or the current use by an SB Entity thereof.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Savannah Disclosure Memorandum or as disclosed or reserved against in the FLAG Savannah Financial Statements delivered prior to the date of this Agreement, the FLAG Savannah Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Savannah Material Adverse Effect. All tangible properties used in the businesses of the FLAG Savannah Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSavannah's past practices. (b) All Assets which are material to FLAGSavannah's business on a consolidated basis, held under leases or subleases by any of the FLAG Savannah Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Savannah Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Savannah Entities has received notice from any insurance carrier that (i) any i)any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims pending under such policies of insurance for amounts exceeding in any individual case $25,000 20,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Savannah Entity under such policies. (d) The Assets of the FLAG Savannah Entities include all Assets assets required to operate the business of the FLAG Savannah Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Parent Financial Statements delivered prior to the date of this Agreement, the FLAG Parent Entities have good and marketable title, free and clear of all Liens, any Liens that would reasonably be expected to impair the use of such Assets as they are currently being used to all of their respective Assetsthe material Assets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All all material tangible properties used in the businesses of the FLAG Parent Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Parent’s past practices. (b) All Assets which are material to FLAG's Parent’s business on a consolidated basis, and held under leases or subleases by any of the FLAG Parent Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings proceeding may be brought), and each such Contract is in full force and effect. (c) The FLAG Parent Entities currently maintain insurance similar insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in amounts, scope scope, and coverage to that maintained by other are reasonable and customary for peer banking organizations. None Since December 31, 2014, none of the FLAG Parent Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Parent Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Parent Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $400,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts amount have been given by any FLAG Parent Entity under such policies. Parent has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or bankers’ blanket bond. (d) The Assets of the FLAG Parent Entities include all Assets required by Parent Entities to operate the business of the FLAG Parent Entities as presently conducted. (e) A Parent Entity has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Parent Exchange Act Reports as being owned by a Parent Entity or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Parent Realty”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent (or being contested in good faith and for which adequate reserves have been established), (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the properties or assets subject thereto or affected thereby as used by a Parent Entity on the date hereof or otherwise materially impair business operations at such properties, as conducted by a Parent Entity on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof. (f) The Parent Realty and the real property with respect to which a Parent Entity is the lessee (the “Parent Leased Real Properties”) are in material compliance with all applicable building, fire, zoning (or are legal nonconforming uses allowed under applicable zoning ordinances) and other applicable laws, ordinances and regulations and with all deed restrictions of record, no notice of any material violation or material alleged violation thereof has been received in the past three years that has not been resolved, and there are no proposed changes therein that would materially and adversely affect the Parent Realty, the Parent Leased Real Properties or their uses. Parent is not aware of any proposed or pending change in the zoning of, or of any proposed or pending condemnation proceeding with respect to, any of the Parent Realty or the Parent Leased Real Properties which may materially and adversely affect the Parent Realty or the Parent Leased Real Properties or the current use by a Parent Entity thereof.

Assets. (a) Except To Seller’s Knowledge, except as disclosed in Section 6.10 4.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Seller’s Knowledge, all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required by Seller Entities to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG ASBB Disclosure Memorandum or as disclosed or reserved against in the FLAG ASBB Financial Statements delivered prior to the date of this Agreement, the FLAG ASBB Entities have good and marketable title, free and clear of all LiensLiens except those permitted in Section 4.10(e), to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects to the Knowledge of title which are not reasonably likely to have a FLAG Material Adverse Effect. All ASBB, all tangible properties used in the businesses of the FLAG ASBB Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's ASBB’s past practices. (b) All Assets which that are material to FLAG's business on a consolidated basisASBB’s business, held under leases or subleases by any of the FLAG ASBB Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings proceeding may be brought), and to the Knowledge of ASBB, each such Contract is in full force and effect. (c) The FLAG ASBB Entities currently maintain insurance similar insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in amounts, scope and coverage such amounts as management of ASBB has reasonably determined to that maintained by other peer banking organizationsbe prudent. None of the FLAG ASBB Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any ASBB Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any ASBB Entity will not be covered by such insurance or bond. There Except as disclosed in Section 4.10(c) of the ASBB Disclosure Memorandum, there are presently no claims for amounts exceeding $50,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance or bonds, and no written notices of claims in excess of such amounts have been given by any FLAG ASBB Entity under such policies. ASBB has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG ASBB Entities include all material Assets required by the ASBB Entities to operate the business of the FLAG ASBB Entities as presently conducted. All real and personal property which is material to the business of the ASBB Entities that is leased or licensed by them is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought) and, to the Knowledge of ASBB, such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the transactions contemplated hereby. To the Knowledge of ASBB, all improved real property owned or leased by the ASBB Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990. (e) Each ASBB Entity has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the ASBB Exchange Act Reports as being owned by an ASBB Entity or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “ASBB Realty”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property or ad valorem taxes not yet delinquent (or being contested in good faith and for which adequate reserves have been established), (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the properties or assets subject thereto or affected thereby as used by an ASBB Entity on the date hereof or otherwise materially impair business operations at such properties, as conducted by an ASBB Entity on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof. (f) To the Knowledge of ASBB, the ASBB Realty and the real property with respect to which an ASBB Entity is the lessee (the “ASBB Leased Real Properties”) are in material compliance with all applicable building, fire, zoning (or are legal nonconforming uses allowed under applicable zoning ordinances) and other applicable laws, ordinances and regulations and with all deed restrictions of record, no written notice of any material violation or material alleged violation thereof has been received in the past three years that has not been resolved, and there are no proposed changes therein that would materially and adversely affect the ASBB Realty, the ASBB Leased Real Properties, or their uses. ASBB has no Knowledge of any proposed or pending change in the zoning of, or of any proposed or pending condemnation proceeding with respect to, any of the ASBB Realty or the ASBB Leased Real Properties which may materially and adversely affect the ASBB Realty or the ASBB Leased Real Properties or the current use by an ASBB Entity thereof.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG TFC Disclosure Memorandum or as disclosed or reserved against in the FLAG TFC Financial Statements delivered prior to the date of this Agreement, the FLAG TFC Entities have good and (to the extent owned) marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG TFC Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's TFC’s past practices. (b) All Assets which are material to FLAG's TFC’s business on a consolidated basis, held under leases or subleases by any of the FLAG TFC Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG TFC Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG TFC Entities has have received written notice from any insurance carrier carrier, or have any reason to believe that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any TFC Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any TFC Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $125,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG TFC Entity under such policies. TFC has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG TFC Entities include all Assets required by TFC Entities to operate the business of the FLAG TFC Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or To Seller’s Knowledge, except as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own, except for any other than such defects or Liens or other defects of title which that are not reasonably likely to have a FLAG Seller Material Adverse Effect. All In addition, to Seller’s Knowledge, all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices, except as would not reasonably be likely to have a Seller Material Adverse Effect. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the applicable equitable remedy of specific performance principles (whether considered in a proceeding in law or injunctive relief is subject to the discretion of the court before which any proceedings may be broughtin equity), and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance similar insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in amounts, scope scope, and coverage to that maintained by other peer banking organizationsreasonably necessary for their operations. None Since January 1, 2004, none of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has no pending claims, and, no claims are contemplated to be made by Seller, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required by Seller Entities to operate in all material respects the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except To Cornerstone’s Knowledge, except as disclosed in Section 6.10 4.10 of the FLAG Cornerstone Disclosure Memorandum or as disclosed or reserved against in the FLAG Cornerstone Financial Statements delivered prior to the date of this Agreement, the FLAG Cornerstone Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Cornerstone’s Knowledge, all tangible properties used in the businesses of the FLAG Cornerstone Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Cornerstone’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisCornerstone’s business, held under leases or subleases by any of the FLAG Cornerstone Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Cornerstone Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Cornerstone Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Cornerstone Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Cornerstone Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Cornerstone Entity under such policies. Except as disclosed in Section 4.10(c) of the Cornerstone Disclosure Memorandum, Cornerstone has made no claims, and no claims are contemplated to be made, under its current policies of directors’ and officers’ errors and omissions or other insurance or its current bankers’ blanket bond; and no claims are pending, or have been made during the past three years, under any prior Cornerstone directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Cornerstone Entities include all Assets required by Cornerstone Entities to operate the business of the FLAG Cornerstone Entities as presently conducted. All real and personal property which is material to the business of Cornerstone or Cornerstone Bank that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the transactions contemplated by this Agreement. All improved real property owned or leased by Cornerstone or Cornerstone Bank is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG GSB Disclosure Memorandum or as disclosed or reserved against in the FLAG GSB Financial Statements delivered prior to the date of this Agreement, the FLAG GSB Entities have good and marketable title, free and clear of all LiensLiens except those permitted in Section 4.10(e), to all of their respective AssetsAssets that they own, except for where any such Lien or all such Liens or other defects of title which are in the aggregate would not reasonably likely be expected to have result in a FLAG GSB Material Adverse Effect. All In addition, to the Knowledge of GSB, all tangible properties used in the businesses of the FLAG GSB Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's GSB’s past practices. (b) All Assets which that are material to FLAG's business on a consolidated basisGSB’s business, held under leases or subleases by any of the FLAG GSB Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings proceeding may be brought), and to the Knowledge of GSB, each such Contract is in full force and effect. (c) The FLAG GSB Entities currently maintain insurance similar insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in amounts, scope and coverage such amounts as management of GSB has reasonably determined to that maintained by other peer banking organizationsbe prudent. None of the FLAG GSB Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any GSB Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any GSB Entity will not be covered by such insurance or bond. There Except as disclosed in Section 4.10(c) of the GSB Disclosure Memorandum, there are presently no claims for amounts exceeding $50,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance or bonds, and no written notices of claims in excess of such amounts have been given by any FLAG GSB Entity under such policies. GSB has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG GSB Entities include all material Assets required by the GSB Entities to operate the business of the FLAG GSB Entities as presently conducted. All real and personal property which is material to the business of the GSB Entities that is leased or licensed by them is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought) and, to the Knowledge of GSB, such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the transactions contemplated hereby. To the Knowledge of GSB, all improved real property owned or leased by the GSB Entities is in material compliance with all applicable Laws, and GSB has received no notice of any failure to materially comply with applicable Laws with respect to any such owned or leased real property. (e) Each GSB Entity has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the GSB Exchange Act Reports as being owned by a GSB Entity or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “GSB Realty”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property or ad valorem taxes not yet delinquent (or being contested in good faith and for which adequate reserves have been established), (iii) zoning, easements, covenants, restrictions, minor encroachments or other survey defects, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the properties or assets subject thereto or affected thereby as used by a GSB Entity on the date hereof or otherwise materially impair business operations at such properties, as conducted by a GSB Entity on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof. (f) To the Knowledge of GSB, the GSB Realty and the real property with respect to which a GSB Entity is the lessee (the “GSB Leased Real Properties”) are in material compliance with all applicable building, fire, zoning (or are legal nonconforming uses allowed under applicable zoning Laws) and other applicable Laws, and with all deed restrictions of record, no written notice of any material violation or material alleged violation thereof has been received in the past three (3) years that has not been resolved, and there are no proposed changes therein that would materially and adversely affect the GSB Realty, the GSB Leased Real Properties, or their current uses. GSB has no Knowledge of any pending change in the zoning of, or of any pending condemnation proceeding with respect to, any of the GSB Realty or the GSB Leased Real Properties which may materially and adversely affect the GSB Realty or the GSB Leased Real Properties or the current use by a GSB Entity thereof.

Assets. (a) Except To the Buyer’s Knowledge, except as disclosed in Section 6.10 5.10 of the FLAG Buyer Disclosure Memorandum or as disclosed or reserved against in the FLAG Buyer Financial Statements delivered prior to the date of this Agreement, the FLAG Buyer Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All the Buyer’s Knowledge, all tangible properties used in the businesses of the FLAG Buyer Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's the Buyer’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisthe Buyer’s business, held under leases or subleases by any of the FLAG Buyer Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings proceeding may be brought), and each such Contract is in full force and effect. (c) The FLAG Buyer Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Buyer Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Buyer Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Buyer Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts amount have been given by any FLAG Buyer Entity under such policies. The Buyer has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or bankers’ blanket bond. (d) The Assets of the FLAG Buyer Entities include all Assets required by the Buyer Entities to operate the business of the FLAG Buyer Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10 of the FLAG PLMT Disclosure Memorandum or as disclosed or reserved against in the FLAG PLMT Financial Statements delivered prior to the date of this Agreement, the FLAG PLMT Entities have good and marketable title, free and clear of all Liens, any Liens that would reasonably be expected to impair the use of such Assets as they are currently being used to all of their respective Assetsthe material Assets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All all material tangible properties used in the businesses of the FLAG PLMT Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's PLMT’s past practices. (b) All Assets which are material to FLAG's PLMT’s business on a consolidated basis, and held under leases or subleases by any of the FLAG PLMT Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings proceeding may be brought), and each such Contract is in full force and effect. (c) The FLAG PLMT Entities currently maintain insurance similar insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in amounts, scope scope, and coverage to that maintained by other are reasonable and customary for peer banking organizations. None Since December 31, 2014, none of the FLAG PLMT Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any PLMT Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any PLMT Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $50,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts amount have been given by any FLAG PLMT Entity under such policies. PLMT has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or bankers’ blanket bond. (d) The Assets of the FLAG PLMT Entities include all Assets required by PLMT Entities to operate the business of the FLAG PLMT Entities as presently conducted. (e) A PLMT Entity has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the PLMT Exchange Act Reports as being owned by a PLMT Entity or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “PLMT Realty”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent (or being contested in good faith and for which adequate reserves have been established), (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the properties or assets subject thereto or affected thereby as used by a PLMT Entity on the date hereof or otherwise materially impair business operations at such properties, as conducted by a PLMT Entity on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof. (f) The PLMT Realty and the real property with respect to which a PLMT Entity is the lessee (the “PLMT Leased Real Properties”) are in material compliance with all applicable building, fire, zoning (or are legal nonconforming uses allowed under applicable zoning ordinances) and other applicable laws, ordinances and regulations and with all deed restrictions of record, no notice of any material violation or material alleged violation thereof has been received in the past three years that has not been resolved, and there are no proposed changes therein that would materially and adversely affect the PLMT Realty, the PLMT Leased Real Properties or their uses. PLMT is not aware of any proposed or pending change in the zoning of, or of any proposed or pending condemnation proceeding with respect to, any of the PLMT Realty or the PLMT Leased Real Properties which may materially and adversely affect the PLMT Realty or the PLMT Leased Real Properties or the current use by a PLMT Entity thereof.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum Schedule 5.10, or as disclosed or reserved against in the FLAG FFC Financial Statements delivered or made available prior to the date of this Agreement, the FLAG FFC Entities have good and (to the extent owned) marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG FFC Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's FFC’s past practices. (b) All Assets which are material to FLAG's FFC’s business on a consolidated basis, held under leases or subleases by any of the FLAG FFC Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG FFC Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None Except as disclosed in Schedule 5.10(c), none of the FLAG FFC Entities has have received written notice from any insurance carrier carrier, or have any reason to believe that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any FFC Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any FFC Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $125,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG FFC Entity under such policies. FFC has made no claims, and except as disclosed in Schedule 5.10(c), no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG FFC Entities include all Assets required by FFC Entities to operate the business of the FLAG FFC Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Coastal Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have each Coastal Company has good and marketable fee title, free and clear of all Liens, to all of their respective Assets, except for any Assets in the name of such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse EffectCoastal Company. All tangible properties used in the businesses of the FLAG Entities each Coastal Company are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGeach Coastal Company's past practices. (b) All Assets which are material to FLAGCoastal's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG EntitiesCoastal Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Entities Each Coastal Company currently maintain insurance maintains insurance, including bankers' blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Entities Coastal Companies has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) that similar coverage will be denied or limited or not extended or renewed with respect to any Coastal Company, any act or occurrence, or that any Asset, officer, director, employee, or agent of any Coastal will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Entity Coastal Company under such policies. Coastal has made no claims, and no claims are contemplated to be made, under its directors' and officers' errors and omissions or other insurance or bankers' blanket bond. (d) The Assets of the FLAG Entities Coastal Companies include all Assets required to operate the business of the FLAG Entities Coastal Companies as presently conducted.

Assets. (a) Except To Seller’s Knowledge, except as disclosed in Section 6.10 4.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Seller’s Knowledge, all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required by Seller Entities to operate the business of the FLAG Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or Seller Bank that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the Transactions. All improved real property owned or leased by Seller or Seller Bank is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 6.10 6.9 of the FLAG Holopak Disclosure Memorandum or as disclosed or reserved against in the FLAG Holopak Financial Statements delivered prior to the date of this Agreement, the FLAG Entities Holopak Companies have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities Holopak Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGHolopak's past practices. . Section 6.9 of the Holopak Disclosure Memorandum sets forth, as of the date of this Agreement (bx) all real property owned by Holopak and its Subsidiaries, singly or in common or joint venture with each other or other entities or individuals, and (y) all real property that Holopak and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other or with other entities or individuals. All items of inventory of the Holopak Companies reflected on the most recent balance sheet included in the Holopak Financial Statements delivered prior to the date of this Agreement and prior to the Effective Time consisted and will consist, as applicable, of items of a quality and quantity usable and saleable in the ordinary course of business and conform to generally accepted standards in the industry in which the Holopak Companies are a part. All Assets which are material to FLAGHolopak's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesHolopak Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain . Section 6.9 of the Holopak Disclosure Memorandum sets forth the scope of coverage of all of Holopak's insurance similar in amountspolicies as of the date of this Agreement, scope the term of each such policy and coverage to that maintained by other peer banking organizationsthe premiums relating thereto. None of the FLAG Entities Holopak Companies has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as disclosed in Section 6.9 of the Holopak Disclosure Memorandum, there are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess denial of such amounts any material claim have been given received by any FLAG Entity Holopak Company under such policies. (d) policies within the past twelve months. The Assets of the FLAG Entities Holopak Companies include all Assets required to operate the business of the FLAG Entities Holopak Companies as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Quitman Disclosure Memorandum or as disclosed or reserved against in the FLAG Quitman Financial Statements delivered prior to the date of this Agreement, the FLAG Quitman Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Quitman Material Adverse Effect. All tangible properties used in the businesses of the FLAG Quitman Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGQuitman's past practices. (b) All Assets which are material to FLAGQuitman's business on a consolidated basis, held under leases or subleases by any of the FLAG Quitman Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Quitman Entities currently maintain have paid all amounts due and payable under any insurance similar policies and guarantees applicable to Quitman Entitles and their assets and operations; all such insurance policies and guarantees are in amountsfull force and effect, scope and coverage all Quitman's material properties are insured against fire, casualty, theft, loss, and such other events against which it is customary to insure, all such insurance policies being in amounts that maintained by other peer banking organizationsare adequate and are consistent with past practice and experience. None of the FLAG Quitman Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Quitman Entity under such policies. (d) The Assets of the FLAG Quitman Entities include all Assets required to operate the business of the FLAG Quitman Entities as presently conducted.

Assets. (a) Except To Seller's Knowledge, except as disclosed in Section 6.10 4.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Seller's Knowledge, all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSeller's past practices. (b) All Assets which are material to FLAGSeller's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers' blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors' and officers' errors and omissions or other insurance or bankers' blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required by Seller Entities to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG First Capital Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have each First Capital Company has good and marketable fee title, free and clear of all Liens, to all of their respective Assets, except for any Assets in the name of such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse EffectFirst Capital Company. All tangible properties used in the businesses of the FLAG Entities each First Capital Company are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGeach First Capital Company's past practices. (b) All Assets which are material to FLAGFirst Capital's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG EntitiesFirst Capital Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Entities Each First Capital Company currently maintain insurance maintains insurance, including bankers' blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Entities First Capital Companies has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) that similar coverage will be denied or limited or not extended or renewed with respect to any First Capital Company, any act or occurrence, or that any Asset, officer, director, employee, or agent of any First Capital will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Entity First Capital Company under such policies. First Capital has made no claims, and no claims are contemplated to be made, under its directors' and officers' errors and omissions or other insurance or bankers' blanket bond. (d) The Assets of the FLAG Entities First Capital Companies include all Assets required to operate the business of the FLAG Entities First Capital Companies as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG PSHC Disclosure Memorandum or as disclosed or reserved against in the FLAG PSHC Financial Statements delivered prior to the date of this Agreement, the FLAG PSHC Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG PSHC Material Adverse Effect. All Except as set forth in Section 5.10 of the PSHC Disclosure Memorandum, all tangible properties used in the businesses of the FLAG PSHC Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGPSHC's past practices. (b) All Assets which are material to FLAGPSHC's business on a consolidated basis, held under leases or subleases by any of the FLAG PSHC Entities, are held under valid Contracts enforceable as to the PSHC Entity and to the Knowledge of PSHC as to the counter-party to such Contracts in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG PSHC Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG PSHC Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 5,000, or in the aggregate $100,000, pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG PSHC Entity under such policies. (d) The Assets of the FLAG PSHC Entities include all Assets required to operate the business of the FLAG PSHC Entities as presently conducted.

Assets. (a) Except as previously disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Colony Financial Statements delivered prior to the date of this Agreement, the FLAG Colony Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Colony Material Adverse Effect. All tangible properties used in the businesses of the FLAG Colony Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGColony's past practices. (b) All Assets which are material to FLAGColony's business on a consolidated basis, held under leases or subleases by any of the FLAG Colony Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Colony Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Colony Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims pending under such policies of insurance for amounts exceeding in any individual case $25,000 20,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Colony Entity under such policies. (d) The Assets of the FLAG Colony Entities include all Assets assets required to operate the business of the FLAG Colony Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Seacoast Disclosure Memorandum or as disclosed or reserved against in the FLAG Seacoast Financial Statements delivered prior to the date of this Agreement, the FLAG Seacoast Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Seacoast Material Adverse Effect. All tangible properties used in the businesses of the FLAG Seacoast Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSeacoast's past practices. (b) All Assets which are material to FLAGSeacoast's business on a consolidated basis, held under leases or subleases by any of the FLAG Seacoast Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Seacoast Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Seacoast Entities has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case cases $25,000 5,000 or in the aggregate $100,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Seacoast Entity under such policies. (d) The Assets of the FLAG Seacoast Entities include all Assets assets required to operate the business of the FLAG Seacoast Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or To Seller’s Knowledge, except as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Seller’s Knowledge, all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required by Seller Entities to operate the business of the FLAG Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or Seller Bank that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Bank is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Seller Material Adverse Effect. All tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSeller's past practices. (b) All Assets which are material to FLAGSeller's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding $100,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its errors and omissions insurance or blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Citi-Bancshares Disclosure Memorandum or Memorandum, the normal exceptions to the real property title insurance commitments to be delivered pursuant to Section 7.1(b) hereof (the "Title Insurance Commitments") and/or as disclosed or reserved against in the FLAG Citi-Bancshares Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have Citi-Bancshares has good and marketable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities Citi-Bancshares are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Citi-Bancshares' past practices. (b) . All Assets which are material to FLAG's business on a consolidated basisCiti-Bancshares' business, held under leases or subleases by any of the FLAG EntitiesCiti-Bancshares, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. . Citi-Bancshares currently maintains insurance and blanket bonds (ccollectively, "Insurance") The FLAG Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Entities Citi-Bancshares has not received notice from any insurance Insurance carrier that (i) any policy of insurance such Insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance Insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity Citi-Bancshares under such policies. (d) The Assets policies and Citi-Bancshares has no Knowledge of any events that require any such notice to be given. Section 5.10 of the FLAG Entities include Citi-Bancshares Disclosure Memorandum sets forth a list of all Assets required to operate material real property owned or leased by Citi-Bancshares (the business "Real Property"). Except as disclosed in Section 5.10 of the FLAG Entities Citi-Bancshares Disclosure Memorandum, normal exceptions to the Title Insurance Commitments or as presently conducteddisclosed in the Citi-Bancshares Financial Statements prior to the date hereof, to the Knowledge of Citi-Bancshares, (i) the Real Property and the use of such Real Property does not violate zoning, land use laws, government regulations or restrictive covenants, (ii) the Real Property and the use thereof does not encroach upon any property owned by any other person, and (iii) no property owned by any other person encroaches upon any of the Real Property, in any manner that would have an Material Adverse Effect on Citi-Bancshares.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practicespractices for Seller’s business as currently being conducted. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There Except as disclosed in Section 4.10(c) of the Seller Disclosure Memorandum, there are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required by Seller Entities to operate the business of the FLAG Seller Entities as presently conducted. All real and personal property which is material to the business of the Seller Entities that is leased or licensed by them is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the transactions contemplated hereby. All improved real property owned or leased by the Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 6.10 4.9 of the FLAG ACSYS Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this AgreementMemorandum, the FLAG ACSYS Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effectmaterial adverse effect on the use or value of such Asset or any other Asset. All tangible properties used in which are material to the businesses of the FLAG ACSYS Entities are in good condition, reasonable wear and tear excepted. (b) Except as disclosed in Section 4.9 of the ACSYS Disclosure Memorandum, the accounts receivable of the ACSYS Entities as set forth on the most recent balance sheet included in the ACSYS Financial Statements delivered prior to the date of this Agreement or arising since the date thereof are valid and genuine; have arisen solely out of bona fide performance of services, sales and deliveries of goods, and are usable other business transactions in the ordinary course of business consistent with FLAG's past practicespractice; and are not subject to valid defenses, set-offs or counterclaims and are collectible at the full recorded amount thereof except to the extent of any reserves for collection losses set forth in the ACSYS Financial Statements. (bc) All Assets which are material to FLAGACSYS's business on a consolidated basis, held under leases or subleases by any of the FLAG ACSYS Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (cd) The FLAG Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG ACSYS Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 5,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG ACSYS Entity under such policies, other than any claims that may be incurred under the self-insured portion of any medical plan maintained by any ACSYS Entity. (de) The Assets of the FLAG ACSYS Entities include all Assets required to operate the business of the FLAG ACSYS Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 6.9(a) of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this AgreementSchedule, the FLAG Entities have Riva Bancshares has good and marketable title, free and clear of all LiensLiens (except for those Liens which are not likely to have a Material Adverse Effect on Riva Bancshares), to all of their its respective material Assets, except for any such Liens or other defects reflected in Riva Bancshares Financial Statements as being owned by Riva Bancshares as of title which are not reasonably likely to have a FLAG Material Adverse Effectthe date hereof. All material tangible properties used in the businesses business of the FLAG Entities Riva Bancshares are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Riva Bancshares' past practices. (b) . All Assets which are material to FLAG's Riva Bancshares' business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesRiva Bancshares, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Riva Bancshares currently maintain maintains insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None as disclosed in Section 6.9(b) of the FLAG Entities Disclosure Schedule. Riva Bancshares has not received written notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as disclosed in Section 6.9(c) of the Disclosure Schedule, to the Knowledge of Riva Bancshares there are presently no claims for amounts exceeding in any individual case $25,000 pending occurrences giving rise to a claim under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity Riva Bancshares under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Seller Material Adverse Effect. All tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's Seller’s business on a consolidated basis, and held under leases or subleases by any of the FLAG Entities, Seller Entities are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), ) and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain Section 4.10(c) of the Seller Disclosure Memorandum lists each insurance similar in amounts, scope and coverage to policy that maintained by other peer banking organizationsnames any Seller Entity as an insured. None of the FLAG Seller Entities has have received notice from any insurance carrier that that: (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, eliminated or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as disclosed in Section 4.10(c) of the Seller Disclosure Memorandum, there are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. (d) The Assets of the FLAG Seller Entities include all Assets required to operate the business businesses of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 6.9 of the FLAG SUMMIT Disclosure Memorandum or as disclosed or reserved against in the FLAG SUMMIT Financial Statements delivered prior to the date of this Agreement, the FLAG SUMMIT Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG SUMMIT Material Adverse Effect. All tangible properties used in the businesses of the FLAG SUMMIT Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSUMMIT's past practices. (b) All Assets which are material to FLAGSUMMIT's business on a consolidated basis, held under leases or subleases by any of the FLAG SUMMIT Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG SUMMIT Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG SUMMIT Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG SUMMIT Entity under such policies. (d) The Assets of the FLAG SUMMIT Entities include all Assets required to operate the business of the FLAG SUMMIT Entities as presently conducted.

Assets. (a) Except as disclosed reflected in the PBI GAAP Financial Statements or as set forth in Section 6.10 4.10 of the FLAG PBI Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this AgreementLetter, the FLAG Entities PBI Companies have good and marketable title, free and clear of all Liens, to all of their respective Assets, Assets except for any such Liens or other defects of title which are to the extent that is not reasonably likely to have a FLAG Material Adverse EffectEffect on PBI. All tangible properties Assets used in the businesses of the FLAG Entities PBI Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGPBI's past practices. (b) practices except to the extent that is not reasonably likely to have a Material Adverse Effect on PBI. All Assets which are material to FLAGPBI's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesPBI Companies, are held under valid Contracts enforceable in all material respects in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) . The FLAG Entities PBI Companies currently maintain insurance similar in amounts, scope scope, and coverage that management believes to that maintained by other peer banking organizationsbe adequate in all material respects. None of the FLAG Entities PBI Companies has received notice from any insurance carrier that (i) any policy of such insurance will would be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as set forth in Section 4.10 of the PBI Disclosure Letter there are presently no claims for amounts exceeding in any individual case $25,000 pending under any such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity PBI Company under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Subject Company Financial Statements delivered made available prior to the date of this Agreement, Subject Company and the FLAG Entities Subject Company Subsidiaries have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities Subject Company and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) of Subject Company and its Subsidiaries. All Assets which are material to FLAGSubject Company's business on a consolidated basis, held under leases or subleases by the Subject Company or any of the FLAG EntitiesSubject Company Subsidiaries, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Subject Company and the Subject Company Subsidiaries currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationswhich, in the reasonable opinion of management of Subject Company, are adequate for the operations of Subject Company and the Subject Company Subsidiaries. None Neither Subject Company nor any of the FLAG Entities Subject Company Subsidiaries has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as set forth in Section 5.9 of the Subject Company Disclosure Memorandum, there are presently no claims for amounts exceeding in any individual case $25,000 pending under any such policies of insurance and no notices of claims in excess of such amounts have been given by Subject Company or any FLAG Entity of the Subject Company Subsidiaries under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG HEART OF GEORGIA Disclosure Memorandum or as disclosed or reserved against in the FLAG HEART OF GEORGIA Financial Statements delivered prior to the date of this Agreement, the FLAG HEART OF GEORGIA Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG HEART OF GEORGIA Material Adverse Effect. All tangible properties used in the businesses of the FLAG HEART OF GEORGIA Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGHEART OF GEORGIA's past practices. (b) All Assets which are material to FLAGHEART OF GEORGIA's business on a consolidated basis, held under leases or subleases by any of the FLAG HEART OF GEORGIA Entities, are held under valid Contracts enforceable against HEART OF GEORGIA in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and and, assuming the enforceability of such Contract against the third party thereto, each such Contract is in full force and effect. (c) The FLAG HEART OF GEORGIA Entities currently maintain the insurance similar policies described in amounts, scope and coverage to that maintained by other peer banking organizationsSection 5.10(c) of the HEART OF GEORGIA Disclosure Memorandum. None of the FLAG HEART OF GEORGIA Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no written notices of claims in excess of such amounts have been given by any FLAG HEART OF GEORGIA Entity under such policies. (d) The Assets of the FLAG HEART OF GEORGIA Entities include all material Assets required to operate the business of the FLAG HEART OF GEORGIA Entities as presently conducted.

Assets. (a) The Assets of the Buyer and Buyer Entities that are "significant subsidiaries" under SEC Rules include all assets required to operate the business of the Buyer and Buyer Entities that are such significant subsidiaries as presently conducted. Except as disclosed in Section 6.10 of the FLAG Buyer Disclosure Memorandum or as disclosed or reserved against in the FLAG Buyer Financial Statements delivered prior to the date of this Agreement, the FLAG Buyer and Buyer Entities that are such significant subsidiaries have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Buyer Material Adverse Effect. All tangible properties used in the businesses of the FLAG Buyer and the Buyer Entities that are such significant subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGBuyer's past practices. (b) All Assets which are material to FLAGBuyer's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesBuyer and Buyer Entities that are significant subsidiaries, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Buyer and Buyer Entities that are significant subsidiaries currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations, including directors' and officers' insurance providing for coverage of $50 million as part of an integrated risk program. None of Neither Buyer nor the FLAG Buyer Entities that are significant subsidiaries has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Buyer or Buyer Entity that are significant subsidiaries under such policiespolicies regarding any claim which, if determined adversely to Buyer or any Buyer Entity that is a significant subsidiary, would have a Buyer Material Adverse Effect. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Three Rivers Disclosure Memorandum or as disclosed or reserved against in the FLAG Three Rivers Financial Statements delivered prior to the date of this Agreement, the FLAG Three Rivers Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Three Rivers Material Adverse Effect. All tangible properties used in the businesses of the FLAG Three Rivers Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Three Rivers' past practices. (b) All Assets which are material to FLAG's Three Rivers' business on a consolidated basis, held under leases or subleases by any of the FLAG Three Rivers Entities, are held under valid Contracts enforceable against Three Rivers in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and and, assuming the enforceability of such Contract against the third party thereto, each such Contract is in full force and effect. (c) The FLAG Three Rivers Entities currently maintain the insurance similar policies described in amounts, scope and coverage to that maintained by other peer banking organizationsSection 5.10(c) of the Three Rivers Disclosure Memorandum. None of the FLAG Three Rivers Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no written notices of claims in excess of such amounts have been given by any FLAG Three Rivers Entity under such policies. (d) The Assets of the FLAG Three Rivers Entities include all material Assets required to operate the business of the FLAG Three Rivers Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.9 of the FLAG Chilxxx Xxxnty Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this AgreementMemorandum, the FLAG Entities have Chilxxx Xxxnty has good and marketable title, free and clear of all Liens, to all of their respective Assets, Liens (except for any such those Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse EffectEffect on Chilxxx Xxxnty) to all of its respective Material Assets, reflected in Chilxxx Xxxnty Financial Statements as being owned by Chilxxx Xxxnty as of the date hereof. All Material tangible properties used in the businesses business of the FLAG Entities Chilxxx Xxxnty are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGChilxxx Xxxnty's past practices. (b) . All Assets which are material Material to FLAGChilxxx Xxxnty's business on a consolidated basis, held under leases or subleases by any of the FLAG Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Chilxxx Xxxnty currently maintain maintains insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None as disclosed in Section 5.9 of the FLAG Entities Chilxxx Xxxnty Disclosure Memorandum. Chilxxx Xxxnty has not received written notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as disclosed in Section 5.9 of the Chilxxx Xxxnty Disclosure Memorandum, to the Knowledge of Chilxxx Xxxnty there are presently no claims for amounts exceeding in any individual case $25,000 pending occurrences giving rise to a claim under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity Chilxxx Xxxnty under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 Each of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities Buyer and its Subsidiaries have good and marketable title, free and clear of all Liens, to all of their respective Assets, Assets except for any such Liens or other defects to secure public deposits, repurchase agreements and borrowings from the Federal Home Loan Bank, in the ordinary course of title which are business. Except as could not reasonably likely be expected to have a FLAG Material Adverse Effect. All Effect on the Buyer, all tangible properties used in the businesses of the FLAG Entities Buyer and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's each of their past practices. (b) All . Except as could not reasonably be expected to have a Material Adverse Effect on the Buyer, all Material Assets which are material to FLAG's business on a consolidated basis, held under leases or subleases by any of the FLAG Entities, Buyer and its Subsidiaries are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Each of the Buyer and its Subsidiaries currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationsreasonably necessary for their operations. None of the FLAG Entities Buyer or its Subsidiaries has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding increased in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) Material respect. The Assets of the FLAG Entities Buyer and its Subsidiaries include all Assets required to operate the business of the FLAG Entities in all Material respects their businesses taken as a whole as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 2.10 of the FLAG EHL Disclosure Memorandum or as disclosed or reserved against in the FLAG Firstate Financial Statements delivered prior to the date of this Agreement, the FLAG Firstate Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets which are material to Firstate's business on a consolidated basis, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Firstate Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) All Assets which are material to FLAGFirstate's business on a consolidated basis, held under leases or subleases by any of the FLAG Firstate Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (ce) The FLAG Firstate Entities currently maintain insurance similar as disclosed in amountsSection 2.10(e) of the EHL Disclosure Memorandum, scope and coverage to that maintained by other peer banking organizationsthe Knowledge of EHL, such insurance is in full force and effect. None of the FLAG Firstate Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 100,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Firstate Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Seller Material Adverse Effect. All tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding $100,000 individually or in any individual case $25,000 the aggregate pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Except as disclosed in Section 5.10 of the Seller Disclosure Memorandum, Seller has made no claims, and no claims are contemplated to be made, under its errors and omissions insurance or blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities The New Iberia Companies have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely owned Assets material to have a FLAG Material Adverse Effecttheir business. All material tangible properties used in the businesses of the FLAG Entities New Iberia Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGNew Iberia's past practices. (b) . All Assets which are material to FLAGNew Iberia's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesNew Iberia Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) . The FLAG Entities New Iberia Companies currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationsorganizations in their geographic area. None of the FLAG Entities New Iberia Companies has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity New Iberia Company under such policies. (d) . The Assets of the FLAG Entities New Iberia Companies include all Assets required to operate the business of the FLAG Entities New Iberia Companies as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG ECB Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have ECB has good and marketable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG an ECB Material Adverse Effect. All tangible properties used in the businesses business of the FLAG Entities ECB are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGECB's past practices. (b) All Assets which are material to FLAGECB's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesECB, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities ECB currently maintain maintains insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Entities ECB has not received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity ECB under such policies. (d) The Assets of the FLAG Entities include ECB includes all Assets required to operate the business of the FLAG Entities ECB as presently now conducted, other than certain Assets that ECB's Year 2000 compliance plan requires ECB to purchase before December 31, 1999.

Assets. (a) Except as disclosed in Section 6.10 5.11 of the FLAG Gulf Coast Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior Memorandum, to the date Knowledge of this AgreementGulf Coast, the FLAG Entities have Gulf Coast has good and marketable title, free and clear of all Liens, to all of their its respective Assets, except for any (i) mortgages and encumbrances that secure indebtedness that is properly reflected in the Gulf Coast Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for taxes accrued but not yet payable; (iii) Liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or other defects are being contested in good faith; (iv) such imperfections of title which are and encumbrances, if any, as do not reasonably likely materially detract from the value or materially interfere with the present use of any of such properties or Assets or the potential sale of any of such owned properties or Assets; and (v) capital leases and leases, if any, to have a FLAG Material Adverse Effectthird parties for fair and adequate consideration. All tangible properties used in the businesses business of the FLAG Entities Gulf Coast are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Gulf Coast’s past practices. (b) . All Assets which are material to FLAG's the Gulf Coast’s business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesGulf Coast, are held under valid Contracts enforceable against Gulf Coast in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcyBankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (cb) The FLAG Entities currently maintain Gulf Coast has paid all amounts due and payable under any insurance similar policies and guarantees applicable to Gulf Coast and its Assets and operations; all such insurance policies and guarantees are in amountsfull force and effect, scope and coverage all of Gulf Coast’s material properties are insured against fire, casualty, theft, loss, and such other events against which Gulf Coast reasonably believes it is customary to insure, all such insurance policies being in amounts and with deductibles that maintained by other peer banking organizationsGulf Coast reasonably believes are adequate and are consistent with past practice and experience. None With respect to any policy of insurance in effect as of the FLAG Entities date hereof, Gulf Coast has not received written notice from any insurance carrier that that, (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increasedincrease by more than 10%. There are presently no claims for amounts exceeding in any individual case $25,000 10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity Gulf Coast under such policies. (c) Section 5.11(c) of the Gulf Coast Disclosure Memorandum lists (i) all real property owned by Gulf Coast (the “Owned Real Property”); (ii) all leases, subleases, licenses or other contracts (including all amendments, modifications, and supplements thereto) pursuant to which Gulf Coast leases land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) and lists all parcels of real property leased to Gulf Coast pursuant to the Real Property Leases (the “Leased Premises”) and (iii) all leases, subleases, licenses or other use agreements between Gulf Coast, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”), in each case including all amendments, modifications, and supplements thereto, and all such documentation has been made available to FBMS or The First on or prior to the date hereof Gulf Coast does not use in its businesses any real property other than the Owned Real Property and the Leased Premises. Except as set forth in Section 5.11(c) of the Gulf Coast Disclosure Memorandum, no Person other than Gulf Coast has (or will have, at Closing) (i) any right in any of the Owned Real Property or any right to use or occupy any portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. (d) The Assets Gulf Coast has good and marketable leasehold interests in the Leased Premises, free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in sole possession of the FLAG Entities properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. With respect to each lease of any real property or personal property to which Gulf Coast is a party (whether as lessee or lessor, including without limitation, the Real Property Leases and Tenant Leases) (i) such lease is in full force and effect in accordance with its terms by Gulf Coast; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid by Gulf Coast; (iii) there exists no Default under such lease by Gulf Coast or, to the Knowledge of Gulf Coast, with respect to the other parties thereto; and (iv) except as set forth in Section 5.11(d) of the Gulf Coast Disclosure Memorandum, the Merger will not constitute a default or a cause for termination or modification of such lease. (e) Except as contemplated by this Agreement, Gulf Coast has no legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Assets or to sell or dispose of any of its Assets except in the ordinary course of business consistent with past practices. (f) The Gulf Coast Assets include all material Assets required to operate the business of the FLAG Entities Gulf Coast as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG FAHC Disclosure Memorandum or as disclosed or reserved against in the FLAG FAHC Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have good each FAHC Entity has good, marketable, and marketable insurable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities each FAHC Entity are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's such FAHC Entity’s past practices. (b) All Assets which are material Material to FLAG's the business on a consolidated basisof either FAHC or Bank, held under leases or subleases by any of the FLAG EntitiesFAHC Entity, are held under valid Contracts enforceable by a FAHC Entity and to the Knowledge of FAHC or to the Knowledge of Bank as to the counterparty to such Contracts in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), there are no Defaults under such Contract and no event(s) has occurred, which with the giving of notice or passage of time would cause such a Default to occur, and each such Contract is in full force and effect. (c) The FLAG Entities Each FAHC Entity currently maintain maintains the insurance similar coverage set forth in amounts, scope and coverage to that maintained by other peer banking organizationsSection 4.10(c) of the FAHC Disclosure Memorandum. None of the FLAG FAHC Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially Materially increased. There are presently no claims for amounts exceeding in any individual case $25,000 25,000, or in the aggregate $100,000, pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG FAHC Entity under such policies. (d) The Assets of the FLAG Entities each FAHC Entity include all Assets required to operate the business of the FLAG FAHC Entities as presently conducted. (e) Except as disclosed and described in detail in Section 4.10(e) of the FAHC Disclosure Memorandum, neither FAHC nor any FAHC Subsidiary holds any Deposits or has made any loans to any individuals or related group of individuals which (i) in the case of Deposits, individually or in the aggregate exceed $500,000 or (ii) in the case of loans, individually or in the aggregate exceed $500,000. (f) Section 4.10(f) of the FAHC Disclosure Memorandum contains a true and complete list and a brief description of all real property (other than properties in the OREO Portfolio) owned by any FAHC Entity (including the improvements thereon, the “Owned Real Property”) and a true and complete list of all real property leased or subleased (whether as tenant or subtenant) by an FAHC Entity (including the improvements thereon, the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”). The business conducted by the FAHC Entities does not require any real property other than the Real Property. (g) A FAHC Entity has good fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property, in each case free and clear of all Liens. A FAHC Entity has exclusive possession and the right of use of each of the Real Properties. The Real Property is structurally sound and in good operating condition, maintenance and repair. With respect to each Leased Real Property, (i) the entirety of such Leased Real Property is leased by Bank pursuant to the applicable leases described in Section 4.10(f) of the FAHC Disclosure Memorandum, which each such lease (x) is in full force and effect, and has not been amended or modified and (y) constitutes the entire agreement with respect to the leasing by Bank of the Leased Real Property, (ii) a copy of the lease (together with any amendments, extensions, renewals, guaranties and other agreements with respect thereto) heretofore delivered by FAHC to HCBF is a true and complete copy of the original thereof, (iii) all rent due and payable (as of the date hereof) under such lease has been paid, (iv) the Leased Real Property has been maintained in accordance with such lease, and (v) no FAHC Entity is in Default under the lease, nor is the landlord in Default under the lease. (h) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any Owned Real Property or any Leased Real Property, including FAHC’s and Bank’s banking facilities and all other real estate or foreclosed properties and any improvements thereon, except as set forth in Section 4.10(h) of the FAHC Disclosure Memorandum. Each lease for the Leased Real Property that requires the consent of the lessor or its agent resulting from the Mergers by virtue of the terms of such lease is listed in Section 4.10(h) of the FAHC Disclosure Memorandum identifying the section of the lease that contains such prohibition or restriction. (i) Except as set forth in Section 4.10(i) of the FAHC Disclosure Memorandum, there are no outstanding contracts for sale, options or rights of first refusal to purchase any Real Property or any portion thereof or interest therein. (j) There are no parties (other than any FAHC Entities) in possession of any Real Property, other than tenants under any leases disclosed in Section 4.10(j) of the FAHC Disclosure Memorandum, who are in possession of space to which they are entitled. (k) Each Real Property owned or leased by any FAHC Entities and which is used in the ordinary course of FAHC’s or Bank’s banking business is supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such property. (l) Except as set forth in the Section 4.10(l) of the FAHC Disclosure Memorandum, each Real Property owned or leased any FAHC Entity and which is used in the ordinary course of FAHC’s or Bank’s banking business has direct vehicular access to a public road, or has access to a public road via permanent, irrevocable, appurtenant easements benefiting the parcel of Real Property.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG CSB Disclosure Memorandum or as disclosed or reserved against in the FLAG CSB Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have CSB has good and marketable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG CSB Material Adverse Effect. All tangible properties used in the businesses business of the FLAG Entities CSB are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGCSB's past practices. (b) All Assets which are material to FLAGCSB's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesCSB, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities CSB currently maintain maintains insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Entities CSB has not received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity CSB under such policies. (d) The Assets of the FLAG Entities include CSB includes all Assets required to operate the business of the FLAG Entities CSB as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG FBWP Disclosure Memorandum or as disclosed or reserved against in the FLAG FBWP Financial Statements delivered prior to the date of this Agreement, the FLAG FBWP Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG FBWP Material Adverse Effect. All tangible properties used in the businesses of the FLAG FBWP Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGFBWP's past practices. (b) All Assets which are material to FLAGFBWP's business on a consolidated basis, held under leases or subleases by any of the FLAG FBWP Entities, are held under valid Contracts enforceable by the FBWP Entity and to the Knowledge of FBWP as to the counter- party to such Contracts in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG FBWP Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG FBWP Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 5,000, or in the aggregate $100,000, pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG FBWP Entity under such policies. (d) The Assets of the FLAG FBWP Entities include all Assets required to operate the business of the FLAG FBWP Entities as presently conducted. (e) Except as disclosed and described in detail in Section 5.10(e) of the FBWP Disclosure Memorandum, neither FBWP nor any FBWP Subsidiary holds any deposits or has made any loans to any individuals or related group of individuals which (i) in the case of deposits, individually or in the aggregate exceed 5% of the total consolidated deposits of FBWP as of June 30, 2000, or (ii) in the case of loans, individually or in the aggregate exceed 5% of the total consolidated loans of FBWP as of June 30, 2000.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG XXXXX BANK Disclosure Memorandum or as disclosed or reserved against in the FLAG XXXXX BANK Financial Statements delivered prior to the date of this Agreement, the FLAG XXXXX BANK Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG XXXXX BANK Material Adverse Effect. All tangible properties used in the businesses of the FLAG XXXXX BANK Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGXXXXX BANK's past practices. (b) All Assets which are material to FLAGXXXXX BANK's business on a consolidated basis, held under leases or subleases by any of the FLAG XXXXX BANK Entities, are held under valid Contracts enforceable against XXXXX BANK in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and and, assuming the enforceability of such Contract against the third party thereto, each such Contract is in full force and effect. (c) The FLAG XXXXX BANK Entities currently maintain the insurance similar policies described in amounts, scope and coverage to that maintained by other peer banking organizationsSection 5.10(c) of XXXXX BANK Disclosure Memorandum. None of the FLAG XXXXX BANK Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no written notices of claims in excess of such amounts have been given by any FLAG XXXXX BANK Entity under such policies. (d) The Assets of the FLAG XXXXX BANK Entities include all material Assets required to operate the business of the FLAG XXXXX BANK Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG CBG Disclosure Memorandum or as disclosed or reserved against in the FLAG CBG Financial Statements delivered prior to the date of this Agreement, the FLAG CBG Entities have good and marketable title, free and clear of all LiensLiens except those permitted in Section 4.10(e), to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects to the Knowledge of title which are not reasonably likely to have a FLAG Material Adverse Effect. All CBG, all tangible properties used in the businesses of the FLAG CBG Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's CBG’s past practices. (b) All Assets which that are material to FLAG's business on a consolidated basisCBG’s business, held under leases or subleases by any of the FLAG CBG Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings proceeding may be brought), and to the Knowledge of CBG, each such Contract is in full force and effect. (c) The FLAG CBG Entities currently maintain insurance similar insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in amounts, scope and coverage such amounts as management of CBG has reasonably determined to that maintained by other peer banking organizationsbe prudent. None of the FLAG CBG Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any CBG Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any CBG Entity will not be covered by such insurance or bond. There Except as disclosed in Section 4.10(c) of the CBG Disclosure Memorandum, there are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no written notices of claims in excess of such amounts have been given by any FLAG CBG Entity under such policies. CBG has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG CBG Entities include all material Assets required by the CBG Entities to operate the business of the FLAG CBG Entities as presently conducted. All real and personal property which is material to the business of the CBG Entities that is leased or licensed by them is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought) and, to the Knowledge of CBG, such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the transactions contemplated hereby. To the Knowledge of CBG, all improved real property owned or leased by the CBG Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990. (e) Each CBG Entity has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the CBG Exchange Act Reports as being owned by an CBG Entity or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “CBG Realty”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property or ad valorem taxes not yet delinquent (or being contested in good faith and for which adequate reserves have been established), (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the properties or assets subject thereto or affected thereby as used by a CBG Entity on the date hereof or otherwise materially impair business operations at such properties, as conducted by a CBG Entity on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof. (f) To the Knowledge of CBG, the CBG Realty and the real property with respect to which an CBG Entity is the lessee (the “CBG Leased Real Properties”) are in material compliance with all applicable building, fire, zoning (or are legal nonconforming uses allowed under applicable zoning ordinances) and other applicable laws, ordinances and regulations and with all deed restrictions of record, no written notice of any material violation or material alleged violation thereof has been received in the past three years that has not been resolved, and there are no proposed changes therein that would materially and adversely affect the CBG Realty, the CBG Leased Real Properties, or their uses. CBG has no Knowledge of any proposed or pending change in the zoning of, or of any proposed or pending condemnation proceeding with respect to, any of the CBG Realty or the CBG Leased Real Properties which may materially and adversely affect the CBG Realty or the CBG Leased Real Properties or the current use by an CBG Entity thereof.

Assets. (a) Except as disclosed in Section 6.10 5.9 of the FLAG ACCESS Disclosure Memorandum or as disclosed or reserved against in the FLAG ACCESS Financial Statements delivered prior to the date of this AgreementStatements, the FLAG ACCESS Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG an ACCESS Material Adverse Effect. All tangible properties used in the businesses of the FLAG ACCESS Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGACCESS's past practices. (b) All Assets which are material to FLAGACCESS's business on a consolidated basis, held under leases or subleases by any of the FLAG ACCESS Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG ACCESS Entities currently maintain the insurance similar described in amounts, scope and coverage to that maintained by other peer banking organizationsSection 5.9(c) of the ACCESS Disclosure Memorandum. None of the FLAG ACCESS Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG ACCESS Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except To Seller’s Knowledge, except as disclosed in Section 6.10 5.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Seller’s Knowledge, all tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required by Seller Entities to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except To Independence’s Knowledge, except as disclosed in Section 6.10 4.10 of the FLAG Independence Disclosure Memorandum or as disclosed or reserved against in the FLAG Independence Financial Statements delivered prior to the date of this Agreement, the FLAG Independence Entities have good and marketable title, free and clear of all Liens, to all of their respective AssetsAssets that they own. In addition, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All Independence’s Knowledge, all tangible properties used in the businesses of the FLAG Independence Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Independence’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisIndependence’s business, held under leases or subleases by any of the FLAG Independence Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Independence Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Independence Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Independence Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Independence Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Independence Entity under such policies. Except as disclosed in Section 4.10(c) of the Independence Disclosure Memorandum, Independence has made no claims, and no claims are contemplated to be made, under its current policies of directors’ and officers’ errors and omissions or other insurance or its current bankers’ blanket bond; and no claims are pending, or have been made during the past three years, under any prior Independence directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Independence Entities include all Assets required by Independence Entities to operate the business of the FLAG Independence Entities as presently conductedconducted which, for the sake of clarity, does not include online consumer lending or mobile-based payment processing. All real and personal property which is material to the business of Independence or Independence Bank that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of any of the transactions contemplated by this Agreement. All improved real property owned or leased by Independence or Independence Bank is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG FNBGC Disclosure Memorandum or as disclosed or reserved against in the FLAG GHC Financial Statements delivered prior to the date of this Agreement, the FLAG GHC Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG GHC Material Adverse Effect. All tangible properties used in the businesses of the FLAG GHC Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGGHC's past practices. (b) All Assets which are material to FLAGGHC's business on a consolidated basis, held under leases or subleases by any of the FLAG GHC Entities, are held under valid Contracts enforceable against the GHC Entity, and to the Knowledge of GHC enforceable against its counterparty, in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG To the knowledge of GHC, the GHC Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG GHC Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as disclosed in Section 5.10(e), there are presently no claims for amounts exceeding in any individual case $25,000 10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG GHC Entity under such policies. (d) The Assets of the FLAG GHC Entities include all Assets required to operate the business of the FLAG GHC Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSeller's past practices. (b) All Assets which are material to FLAGSeller's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers' blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) that similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors' and officers' errors and omissions or other insurance or bankers' blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Pioneer Disclosure Memorandum or as disclosed or reserved against in the FLAG Pioneer Financial Statements delivered prior to the date of this Agreement, the FLAG Pioneer Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Pioneer Material Adverse Effect. All tangible properties used in the businesses of the FLAG Pioneer Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGPioneer's past practices. (b) All Assets which are material to FLAGPioneer's business on a consolidated basis, held under leases or subleases by any of the FLAG Pioneer Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Pioneer Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Pioneer Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 100,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Pioneer Entity under such policies. (d) The Assets of the FLAG Pioneer Entities include all Assets required to operate the business of the FLAG Pioneer Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG CB&T Disclosure Memorandum or as disclosed or reserved against in the FLAG CB&T Financial Statements delivered prior to the date of this AgreementStatements, the FLAG CB&T Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG CB&T Material Adverse Effect. All tangible properties used in the businesses of the FLAG CB&T Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGCB&T's past practices. (b) All Assets which are material to FLAGCB&T's business on a consolidated basis, held under leases or subleases by any of the FLAG CB&T Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief or any other equitable relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG CB&T Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationsshown in Section 5.10(c) of the CB&T Disclosure Memorandum. None of the FLAG CB&T Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 35,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG CB&T Entity under such policies. (d) The Assets of the FLAG CB&T Entities include all Assets required to operate the business of the FLAG CB&T Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Seller Material Adverse Effect. All tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGSeller's past practices. (b) All Assets which are material to FLAGSeller's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationssimilar banks in Tennessee. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. (d) The Assets of the FLAG Seller Entities include all Assets required to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10 of the FLAG Icon Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this AgreementMemorandum, the FLAG Icon Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG an Icon Material Adverse Effect. All material tangible properties used in the businesses of the FLAG Icon Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGIcon's past practices. (b) Except as disclosed in Section 4.10 of the Icon Disclosure Memorandum, the accounts receivable of the Icon Entities as set forth on the most recent balance sheet included in the Icon Financial Statements delivered prior to the date of this Agreement or arising since the date thereof are valid and genuine; have arisen solely out of bona fide performance of services, sales and deliveries of goods, and other business transactions in the ordinary course of business consistent with past practice; and to the Knowledge of Icon, are not subject to valid defenses, set-offs or counterclaims and are collectible in all material respects within 90 days after billing at the full recorded amount thereof. (c) All Assets which are material to FLAGIcon's business on a consolidated basis, held under leases or subleases by any of the FLAG Icon Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain insurance similar , except, in amountseach case, scope and coverage where such invalidity or unenforceability is not reasonably likely to that maintained by other peer banking organizations. None of the FLAG Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policiesan Icon Material Adverse Effect. (d) The Assets of the FLAG Icon Entities include all Assets required to operate the currently maintain business of the FLAG Entities insurance in amounts, scope, and coverage as presently conducted.disclosed on Section 4.10

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Bryan Disclosure Memorandum or as disclosed disclxxxx or reserved against in the FLAG Bryan Financial Statements delivered prior xxxxx to the date of this Agreement, the FLAG Bryan Entities have good and marketable titlemarketablx xxtle, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Bryan Material Adverse Effect. All tangible xxxxxble properties used in the businesses of the FLAG Bryan Entities are in good condition, reasonable xxxxxnable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGBryan's past practices. (b) All Assets which are material to FLAGBryan's business on a consolidated basis, held under leases or subleases by any of the FLAG Bryan Entities, are held under valid Contracts Coxxxxxts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Bryan Entities currently maintain insurance insurxxxx similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Bryan Entities has received notice from any xxx insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Bryan Entity under such policies. (d) The Assets of the FLAG Bryan Entities include all Assets required rxxxxxed to operate the business of the FLAG Bryan Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.11 of the FLAG Target Disclosure Memorandum or as disclosed or reserved against in the FLAG Target Financial Statements delivered prior to the date of this AgreementStatements, the FLAG Target Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any (i) mortgages and encumbrances that secure indebtedness that is properly reflected in the Target Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for taxes accrued but not yet payable; (iii) Liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or other defects are being contested in good faith; (iv) such imperfections of title which are and encumbrances, if any, as do not reasonably likely materially detract from the value or materially interfere with the present use of any of such properties or Assets; and (v) capital leases and leases, if any, to have a FLAG Material Adverse Effectthird parties for fair and adequate consideration. All tangible properties used in the businesses business of the FLAG Target Entities are in good satisfactory working condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Target’s past practices. (b) . All Assets which are material to FLAG's business the Target Entities’ businesses on a consolidated basis, held under leases or subleases by any of the FLAG Entitiesa Target Entity, are held under valid Contracts enforceable against such Target Entity in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (cb) The FLAG Target Entities currently maintain have paid all amounts due and payable under any insurance similar policies and guarantees applicable to the Target Entities and their respective Assets and operations; all such insurance policies and guarantees are in full force and effect, and all of the Target Entities’ material properties are insured in amounts, scope events and coverage to that maintained by other peer banking organizations. None of the FLAG Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled or that coverage thereunder will be reduced or eliminatedwith deductibles, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding as set forth in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.Section 5.11(b)

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Xxxxx Disclosure Memorandum or as disclosed or reserved against in the FLAG Xxxxx Financial Statements delivered prior to the date of this Agreement, the FLAG Xxxxx Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Xxxxx Material Adverse Effect. All tangible properties used in the businesses of the FLAG Xxxxx Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGBryan's past practices. (b) All Assets which are material to FLAGBryan's business on a consolidated basis, held under leases or subleases by any of the FLAG Xxxxx Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Xxxxx Entities currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Xxxxx Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Xxxxx Entity under such policies. (d) The Assets of the FLAG Xxxxx Entities include all Assets required to operate the business of the FLAG Xxxxx Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG OGS Disclosure Memorandum or as disclosed or reserved against in the FLAG OGS Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have good each OGS Entity has good, marketable, and marketable insurable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities each OGS Entity are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's such OGS Entity’s past practices. (b) All Assets which are material Material to FLAG's the business on a consolidated basisof either OGS or the Bank, held under leases or subleases by any of the FLAG EntitiesOGS Entity, are held under valid Contracts enforceable by a OGS Entity and to the Knowledge of OGS or to the Knowledge of the Bank as to the counterparty to such Contracts in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), there are no Defaults under such Contract and no event(s) has occurred, which with the giving of notice or passage of time would cause such a Default to occur, and each such Contract is in full force and effect. (c) The FLAG Entities Each OGS Entity currently maintain maintains the insurance similar coverage set forth in amounts, scope and coverage to that maintained by other peer banking organizationsSection 4.10(c) of the OGS Disclosure Memorandum. None of the FLAG OGS Entities has received notice from any insurance carrier that that: (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, ; or (ii) premium costs with respect to such policies of insurance will be substantially Materially increased. There are presently no claims for amounts exceeding in any individual case $25,000 50,000, or in the aggregate $100,000, pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG OGS Entity under such policies. (d) The Assets of the FLAG Entities each OGS Entity include all Assets required to operate the business of the FLAG OGS Entities as presently conducted. (e) Except as disclosed and described in detail in Section 4.10(e) of the OGS Disclosure Memorandum, neither OGS nor any OGS Subsidiary holds any Deposits or has made any loans to any individuals or related group of individuals which (i) in the case of Deposits, individually or in the aggregate exceed $500,000 or (ii) in the case of loans, individually or in the aggregate exceed $500,000. (f) Section 4.10(f) of the OGS Disclosure Memorandum contains a true and complete list and a brief description of all real property (other than properties in the OREO Portfolio) owned by any OGS Entity (including the improvements thereon, the “Owned Real Property”) and a true and complete list of all real property leased or subleased (whether as tenant or subtenant) by an OGS Entity (including the improvements thereon, the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”). The business conducted by the OGS Entities does not require any real property other than the Real Property. (g) An OGS Entity has good fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property, in each case free and clear of all Liens. An OGS Entity has exclusive possession and the right of use of each of the Real Properties. The Real Property is structurally sound and in good operating condition, maintenance and repair. With respect to each Leased Real Property: (i) the entirety of such Leased Real Property is leased by the Bank pursuant to the applicable leases described in Section 4.10(f) of the OGS Disclosure Memorandum, which each such lease (x) is in full force and effect, and has not been amended or modified and (y) constitutes the entire agreement with respect to the leasing by the Bank of the Leased Real Property; (ii) a copy of the lease (together with any amendments, extensions, renewals, guaranties and other agreements with respect thereto) heretofore delivered by OGS to HCBF is a true and complete copy of the original thereof; (iii) all rent due and payable (as of the date hereof) under such lease has been paid; (iv) the Leased Real Property has been maintained in accordance with such lease; and (v) no OGS Entity is in Default under the lease, nor is the landlord in Default under the lease. (h) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any Owned Real Property or any Leased Real Property, including OGS’s and the Bank’s banking facilities and all other real estate or foreclosed properties and any improvements thereon, except as set forth in Section 4.10(h) of the OGS Disclosure Memorandum. Each lease for the Leased Real Property that requires the consent of the lessor or its agent resulting from the Mergers by virtue of the terms of such lease is listed in Section 4.10(h) of the OGS Disclosure Memorandum identifying the section of the lease that contains such prohibition or restriction. (i) Except as set forth in Section 4.10(i) of the OGS Disclosure Memorandum, there are no outstanding contracts for sale, options or rights of first refusal to purchase any Real Property or any portion thereof or interest therein. (j) There are no parties (other than any OGS Entities) in possession of any Real Property, other than tenants under any leases disclosed in Section 4.10(j) of the OGS Disclosure Memorandum, who are in possession of space to which they are entitled. (k) Each Real Property owned or leased by any OGS Entities and which is used in the ordinary course of OGS’s or the Bank’s banking business is supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such property. (l) Except as set forth in the Section 4.10(l) of the OGS Disclosure Memorandum, each Real Property owned or leased by any OGS Entity and which is used in the ordinary course of OGS’s or the Bank’s banking business has direct vehicular access to a public road, or has access to a public road via permanent, irrevocable, appurtenant easements benefiting the parcel of Real Property.

Assets. (a) Except as disclosed in Section 6.10 Each of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities Buyer and its subsidiaries have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens to secure public deposits and advances from the Federal Reserve or other defects the Federal Home Loan Bank in the ordinary course of title which are business consistent with past practice. Except as could not reasonably likely be expected to have a FLAG Material Adverse Effect. All Effect on the Buyer, all tangible properties used in the businesses of the FLAG Entities Buyer and its subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's each of their past practices. (b) All . Except as could not reasonably be expected to have a Material Adverse Effect on the Buyer, all Material Assets which are material to FLAG's business on a consolidated basis, held under leases or subleases by any of the FLAG Entities, Buyer and its subsidiaries are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or performance, injunctive relief or other equitable remedies is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Each of the Buyer and its subsidiaries currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationsreasonably necessary for their operations. None of the FLAG Entities Buyer or its subsidiaries has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding increased in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) Material respect. The Assets of the FLAG Entities Buyer and its subsidiaries include all Assets required to operate the business of the FLAG Entities in all Material respects their businesses taken as a whole as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Subject Company Financial Statements delivered made available prior to the date of this Agreement, Subject Company and the FLAG Entities Subject Company Subsidiaries have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities Subject Company and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) of Subject Company and its Subsidiaries. All Assets which are material to FLAGSubject Company's business on a consolidated basis, held under leases or subleases by the Subject Company or any of the FLAG EntitiesSubject Company Subsidiaries, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws (including provisions of the U.S., Tennessee and Kentucky Constitutions) affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Subject Company and the Subject Company Subsidiaries currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationswhich, in the reasonable opinion of management of Subject Company, are adequate for the operations of Subject Company and the Subject Company Subsidiaries. None Neither Subject Company nor any of the FLAG Entities Subject Company Subsidiaries has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under any such policies of insurance and no notices of claims in excess of such amounts have been given by Subject Company or any FLAG Entity of the Subject Company Subsidiaries under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Disclosure WAYNX Xxxclosure Memorandum or as disclosed or reserved against in the FLAG Financial WAYNX Xxxancial Statements delivered prior to the date of this Agreement, the FLAG Entities WAYNX Xxxities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material WAYNX Xxxerial Adverse Effect. All tangible properties used in the businesses of the FLAG Entities are in good condition, reasonable wear and tear excepted, and WAYNX Xxxities are usable in the ordinary course of business consistent with FLAGWAYNE's past practices. (b) All Assets which are material to FLAGWAYNE's business on a consolidated basis, held under leases or subleases by any of the FLAG EntitiesWAYNX Xxxities, are held under valid Contracts enforceable in against WAYNX xx accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and and, assuming the enforceability of such Contract against the third party thereto, each such Contract is in full force and effect. (c) The FLAG Entities WAYNX Xxxities currently maintain the insurance similar policies described in amounts, scope and coverage to that maintained by other peer banking organizationsSection 5.10(c) of the WAYNX Xxxclosure Memorandum. None of the FLAG Entities WAYNX Xxxities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no written notices of claims in excess of such amounts have been given by any FLAG Entity WAYNX Xxxity under such policies. (d) The Assets of the FLAG Entities WAYNX Xxxities include all material Assets required to operate the business of the FLAG Entities WAYNX Xxxities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 4.10(a) of the FLAG AFI Disclosure Memorandum or as disclosed or reserved against in the FLAG AFI Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have good each AFI Entity has good, marketable, and marketable insurable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities each AFI Entity are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's such AFI Entity’s past practices. (b) All Assets which are material Material to FLAG's the business on a consolidated basisof either AFI or and Anderen Bank, held under leases or subleases by any of the FLAG EntitiesAFI Entity, are held under valid Contracts enforceable by an AFI Entity and to the Knowledge of AFI or to the Knowledge of and Anderen Bank as to the counterparty to such Contracts in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), there are no Defaults under such Contract and no event(s) has occurred, which with the giving of notice or passage of time would cause such a Default to occur, and each such Contract is in full force and effect. (c) The FLAG Entities Each AFI Entity currently maintain maintains the insurance similar coverage set forth in amounts, scope and coverage to that maintained by other peer banking organizationsSection 4.10(c) of the AFI Disclosure Memorandum. None of the FLAG AFI Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially Materially increased. There are presently no claims for amounts exceeding in any individual case $25,000 25,000, or in the aggregate $100,000, pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG AFI Entity under such policies. (d) The Assets of the FLAG Entities each AFI Entity include all Assets required to operate the business of the FLAG AFI Entities as presently conducted. (e) Except as disclosed and described in detail in Section 4.10(e) of the AFI Disclosure Memorandum, neither AFI nor any AFI Subsidiary holds any deposits or has made any loans to any individuals or related group of individuals which (i) in the case of deposits, individually or in the aggregate exceed $1 million, or (ii) in the case of loans, individually or in the aggregate exceed $1 million. (f) Section 4.10(f) of the AFI Disclosure Memorandum contains a true and complete list and a brief description of all real property (other than properties in the OREO Portfolio) owned by AFI or Anderen Bank (including the improvements thereon, the “Owned Real Property”) and a true and complete list of all real property leased or subleased (whether as tenant or subtenant) by AFI or Anderen Bank (including the improvements thereon, the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”). The business conducted by AFI and Anderen Bank does not require any real property other than the Real Property. (g) An AFI Entity has good fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property, in each case free and clear of all Liens. An AFI Entity has exclusive possession and the right of use of each of the Real Properties. The Real Property is structurally sound and in good operating condition, maintenance and repair. With respect to each Leased Real Property, (i) the entirety of such Leased Real Property is leased by Bank pursuant to the applicable leases described in Section 4.10(f) of the AFI Disclosure Memorandum, which each such lease (x) is in full force and effect, and has not been amended or modified and (y) constitutes the entire agreement with respect to the leasing by Anderen Bank of the Leased Real Property, (ii) a copy of the lease (together with any amendments, extensions, renewals, guaranties and other agreements with respect thereto) heretofore delivered by AFI is a true and complete copy of the original thereof, (iii) all rent due and payable (as of the date hereof) under such lease has been paid, (iv) the Leased Real Property has been maintained in accordance with such lease, and (v) no AFI Entity is in Default under the lease, nor is the landlord in Default under the lease. (h) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any Owned Real Property or any Leased Real Property, including AFI’s and Anderen Bank’s banking facilities and all other real estate or foreclosed properties and any improvements thereon, except as set forth in Section 4.10(h) of the AFI Disclosure Memorandum. Each lease for the Leased Real Property that requires the consent of the lessor or its agent resulting from the Mergers by virtue of the terms of such lease is listed in Section 4.10(h) of the AFI Disclosure Memorandum identifying the section of the lease that contains such prohibition or restriction. (i) Except as set forth in Section 4.10(i) of the AFI Disclosure Memorandum, there are no outstanding contracts for sale, options or rights of first refusal to purchase any Real Property or any portion thereof or interest therein. (j) There are no parties (other than any AFI Entities) in possession of any Real Property, other than tenants under any leases disclosed in Section 4.10(j) of the AFI Disclosure Memorandum, who are in possession of space to which they are entitled. (k) Each real property owned or leased by any AFI Entities and which is used in the ordinary course of AFI’s or Anderen Bank’s banking business is supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such property. (l) Except as set forth in the Section 4.10(l) of the AFI Disclosure Memorandum, each Real Property owned or leased by AFI or Anderen Bank and which is used in the ordinary course of AFI’s or Anderen Bank’s banking business has direct vehicular access to a public road, or has access to a public road via permanent, irrevocable, appurtenant easements benefiting the parcel of Real Property.

Assets. (a) Except as disclosed in Section 6.10 4.10 of the FLAG FMB Disclosure Memorandum or as disclosed or reserved against in the FLAG FMB Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have good FMB has good, marketable, and marketable insurable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities FMB are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGFMB's past practices. (b) All Assets which are material to FLAGFMB's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG EntitiesFMB, are held under valid Contracts enforceable by FMB in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), there are no defaults underneath such Contract and no event(s) has occurred, which with the giving of notice or passage of time would cause such a default to occur, and each such Contract is in full force and effect. (c) The FLAG Entities FMB currently maintain maintains insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Entities FMB has not received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 10,000, or in the aggregate $100,000, pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity FMB under such policies. (d) The Assets of the FLAG Entities FMB include all material Assets required to operate the business of the FLAG Entities FMB as presently conducted. (e) Except as disclosed and described in detail in Section 4.10(e) of the FMB Disclosure Memorandum, FMB does not hold any deposits or has not made any loans to any individuals or related group of individuals which (i) in the case of deposits, individually or in the aggregate exceed $15 million or (ii) in the case of loans, individually or in the aggregate exceed $7.5 million. (f) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any real property owned or leased by FMB, including FMB's banking facilities and all other real estate or foreclosed properties and any improvements thereon (collectively, the "Real Property") except as set forth in Section 4.10(f) of the FMB Disclosure Memorandum. (g) Except as set forth in Section 4.10(g) of the FMB Disclosure Memorandum, there are no outstanding contracts for sale, options or rights of first refusal to purchase any Real Property or any portion thereof or interest therein. (h) There are no parties (other than FMB) in possession of any Real Property, other than tenants under any leases disclosed in Section 4.10(h) of the FMB Disclosure Memorandum who are in possession of space to which they are entitled. (i) Each real property owned or leased by FMB and which is used in the ordinary course of FMB's banking business is supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such property. (j) Except as set forth in the FMB Disclosure Memorandum, each real property owned or leased by FMB and which is used in the ordinary course of FMB's banking business has direct vehicular access to a public road, or has access to a public road via permanent, irrevocable, appurtenant easements benefiting the parcel of real property.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Seller Disclosure Memorandum or as disclosed or reserved against in the FLAG Seller Financial Statements delivered prior to the date of this Agreement, the FLAG Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Seller’s past practices. (b) All Assets which are material to FLAG's business on a consolidated basisSeller’s business, held under leases or subleases by any of the FLAG Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (c) The FLAG Seller Entities currently maintain insurance insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None of the FLAG Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) that similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any FLAG Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the FLAG Seller Entities include all Assets required to operate the business of the FLAG Seller Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG Futurus Disclosure Memorandum or as disclosed or reserved against in the FLAG Futurus Financial Statements delivered made available prior to the date of this Agreement, the FLAG Futurus Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Futurus Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) of the Futurus Entities. All Assets which that are material to FLAG's business on a consolidated basis, held under leases or subleases by any of the FLAG Futurus Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG . Each of the Futurus Entities currently maintain maintains insurance including bankers’ blanket bonds, with insurers of recognized financial responsibility similar in amounts, scope scope, and coverage to that maintained by other peer banking organizations. None Except as disclosed in Section 5.10 of the FLAG Futurus Disclosure Memorandum, none of the Futurus Entities has received notice from any insurance carrier or bonding company that (i) any policy of such insurance or bond will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance or bonds will be substantially increased, or (iii) that coverage will be denied or not extended or renewed with respect to any Futurus Entity, any act or occurrence, or that any officer, director, agent or employee of any Futurus Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Futurus Entity under such policies. (d) . Section 5.10 of the Futurus Disclosure Memorandum includes a list, a description and copies of all insurance policies and bonds held by the Futurus Entities. The Assets of the FLAG Futurus Entities include all Assets currently used and required by the Futurus Entities to operate the business of the FLAG Futurus Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum Previously Disclosed or as disclosed or reserved against in the FLAG Xxxxxxx Financial Statements delivered prior to the date of this AgreementStatements, the FLAG Entities have Xxxxxxx and its Subsidiaries each has good and marketable title, free and clear of all Liens, to all of their respective Assets. Except as set forth in Schedule 5.10 attached hereto, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG all Material Adverse Effect. All tangible properties used in the businesses business of the FLAG Entities Xxxxxxx and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's Xxxxxxx'x and each Subsidiaries' past practices. (b) . All Assets which are material Material to FLAG's business on a consolidated basis, Xxxxxxx'x and its Subsidiaries' respective businesses held under leases or subleases by any of the FLAG Entitieseither Xxxxxxx or its Subsidiaries, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) . The FLAG Entities currently maintain policies of fire, theft, liability and other insurance similar maintained with respect to the Assets or businesses of either Xxxxxxx or its Subsidiaries provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in amounts, scope and coverage effect as to that maintained by other peer banking organizationswhich any Subsidiary is a named insured are reasonably sufficient. None of the FLAG Entities Neither Xxxxxxx nor any Subsidiary has received notice from any insurance carrier that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, eliminated or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities each Subsidiary include all Assets assets required to operate the business of the FLAG Entities such Subsidiary as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.9 of the FLAG Republic Disclosure Memorandum or as disclosed or reserved against in the FLAG Republic Financial Statements delivered made available prior to the date of this Agreement, Republic and the FLAG Entities Republic Subsidiaries have good and marketable title, free and clear of all Liens, to all of their respective material Assets. Substantially, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All all tangible properties used in the businesses of the FLAG Entities Republic and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) of Republic and its Subsidiaries. All Assets which are material to FLAGRepublic's business on a consolidated basis, held under leases or subleases by Republic or any of the FLAG EntitiesRepublic Subsidiaries, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities . Republic and the Republic Subsidiaries currently maintain insurance similar in amounts, scope scope, and coverage to that maintained by other peer banking organizationswhich, in the reasonable opinion of management of Republic, are adequate for the operations of Republic and the Republic Subsidiaries. None Neither Republic nor any of the FLAG Entities Republic Subsidiaries has received notice from any insurance carrier within the past three years that (i) any policy of such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminatedeliminated within the past three years, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except for claims disclosed in Section 5.9 of the Republic Disclosure Memorandum, there are presently no material claims for amounts exceeding in any individual case $25,000 pending under any such policies of o insurance and no notices of claims in excess of such amounts have been given by Republic or any FLAG Entity of the Republic Subsidiaries under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have Hyde's has good and marketable title, free and clear of all Liens, to all of their respective its Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities Hyde's are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGHyde's past practices. (b) All items of inventory of Hyde's reflected on the most recent balance sheet included in the Financial Statements delivered prior to the date of this Agreement and prior to the Closing Date consisted and will consist, as applicable, of items of a quality and quantity usable and salable in the ordinary course of business and conform to generally accepted standards in the industry in which Hyde's is a part. (c) The accounts receivable of Hyde's as set forth on the most recent balance sheet included in the Financial Statements delivered prior to the date of this Agreement or arising since the date thereof; have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice; are not, to the Knowledge of Hyde's, subject to valid defenses, set- offs or counterclaims; and are, to the Knowledge of Hyde's, collectible within 90 days after billing at the full recorded amount thereof. (d) All Assets which are material to FLAGHyde's business on a consolidated basisbusiness, held under leases or subleases by any of the FLAG EntitiesHyde's, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought)terms, and each such Contract is in full force and effect. (ce) The FLAG Entities Hyde's currently maintain maintains insurance similar in amounts, scope and coverage to that maintained by other peer banking organizationsas set forth on SCHEDULE 2.10(E). None of the FLAG Entities Hyde's has not received notice from any insurance carrier that that: (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, ; or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities Except as presently conducted.set forth on SCHEDULE 2.10

Assets. (a) Except as disclosed in Section 6.10 5.10 of the FLAG HOGANSVILLE Disclosure Memorandum or as disclosed or reserved against in the FLAG HOGANSVILLE Financial Statements delivered prior to the date of this Agreement, the FLAG HOGANSVILLE Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG HOGANSVILLE Material Adverse Effect. All tangible properties used in the businesses of the FLAG HOGANSVILLE Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAGHOGANSVILLE's past practices. (b) All Assets which are material to FLAGHOGANSVILLE's business on a consolidated basis, held under leases or subleases by any of the FLAG HOGANSVILLE Entities, are held under valid Contracts enforceable against HOGANSVILLE in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and and, assuming the enforceability of such Contract against the third party thereto, each such Contract is in full force and effect. (c) The FLAG HOGANSVILLE Entities currently maintain the insurance similar policies described in amounts, scope and coverage to that maintained by other peer banking organizationsSection 5.10(c) of the HOGANSVILLE Disclosure Memorandum. None of the FLAG HOGANSVILLE Entities has received written notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no written notices of claims in excess of such amounts have been given by any FLAG HOGANSVILLE Entity under such policies. (d) The Assets of the FLAG HOGANSVILLE Entities include all material Assets required to operate the business of the FLAG HOGANSVILLE Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) All Assets which are material to FLAG's business on a consolidated basis, held under leases or subleases by any of the FLAG Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) Except as disclosed in Section 6.10 5.11 of the FLAG FCB Disclosure Memorandum or as disclosed or reserved against in the FLAG FCB Financial Statements delivered prior to the date of this AgreementStatements, the FLAG Entities have FCB has good and marketable title, free and clear of all Liens, to all of their respective its Assets, except for any (i) mortgages and encumbrances that secure indebtedness that is properly reflected in the FCB Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for Taxes accrued but not yet payable; (iii) Liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or other defects are being contested in good faith; (iv) such imperfections of title which are and encumbrances, if any, as do not reasonably likely materially detract from the value or materially interfere with the present use of any of such properties or Assets or the potential sale of any of such owned properties or Assets; and (v) capital leases and leases, if any, to have a FLAG Material Adverse Effectthird parties for fair and adequate consideration. All tangible properties used in the businesses business of the FLAG Entities FCB are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's FCB’s past practices. (b) . All Assets which are material to FLAG's FCB’s business on a consolidated basis, held under leases or subleases by any of the FLAG Entitiesa FCB Entity, are held under valid Contracts enforceable against such FCB Entity in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (cb) The FLAG Entities currently maintain FCB has paid all amounts due and payable under any insurance similar policies and guarantees applicable to FCB and its respective Assets and operations; all such insurance policies and guarantees are in amountsfull force and effect, scope and coverage all of FCB’s material properties are insured against fire, casualty, theft, loss, and such other events against which it is customary to insure, all such insurance policies being in amounts and with deductibles that maintained by other peer banking organizationsare adequate and are consistent with past practice and experience. None of the FLAG Entities FCB has not received notice from any insurance carrier that (i) any policy of insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 10,000 pending under such policies of insurance insurance, and no notices of claims in excess of such amounts have been given by any FLAG Entity FCB under such policies. (c) With respect to each lease of any real property or personal property to which FCB is a party (whether as lessee or lessor), except for financing leases in which FCB is lessor, (i) such lease is in full force and effect in accordance with its terms against the FCB Entity that is a party to the lease; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid by FCB; (iii) there exists no Default under such lease by FCB; and (iv) upon receipt of the consents described in Section 5.11(c) of the FCB Disclosure Memorandum, the Merger will not constitute a default or a cause for termination or modification of such lease. (d) The FCB has no legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Assets except in the ordinary course of the FLAG Entities business consistent with past practices. (e) FCB’s Assets include all Assets required to operate the business businesses of the FLAG Entities FCB as presently conducted.